This excerpt taken from the AVD DEF 14A filed May 19, 2005.
SUMMARY DESCRIPTION OF THE PROPOSED PLAN
The below summary description of the Proposed Plan is qualified in its entirety by reference to the full text of the Proposed Plan, which is attached to this Proxy Statement as Appendix A. To the extent there is any discrepancy between the summary and the Proposed Plan, the text of the Proposed Plan shall control.
Shares Reserved for Issuance. The aggregate number of shares of Common Stock that may be issued under the Proposed Plan shall not exceed 3,222,000 shares. If there is a stock split, stock dividend or other similar change affecting the Companys shares, appropriate adjustments will be made in the number of shares that may be issued in the future and in the number of shares and price of all outstanding grants made before such event. The Proposed Plan does not modify the number of shares of Common Stock reserved for issuance under the Predecessor Plan. As of May 6, 2005, the number of shares remaining available for future issuance under the Predecessor Plan is 634,802 shares of Common Stock (as adjusted for stock splits and stock dividends distributed to date). If the Proposed Plan is approved by the stockholders, such shares remaining available for future issuances under the Predecessor Plan shall be treated as shares remaining available for future issuances under the Proposed Plan. As of May 6, 2005, the 634,802 shares of Common Stock available under the Proposed Plan represents approximately 3.5% of the currently outstanding shares of Common Stock.
Plan Administration. The Proposed Plan is administered by a committee designated by the Board of Directors (the Committee) consisting of not less than two members of the Board of Directors, each of whom shall be non-employee directors within the meaning of Rule 16b-3 under the Exchange Act or any successor rule and, to the extent and when required, shall be outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the Code). The Committee shall have the authority to construe and interpret the Proposed Plan and any Awards, to establish and amend rules for administration of the Proposed Plan, to set forth the terms and conditions of any Award and to make all other determinations which it deems necessary or advisable for the administration of the Proposed Plan.
Participants. Those eligible for Awards under the Proposed Plan are referred to as Participants, which include all employees, officers and consultants of the Company and its subsidiaries, as well as all non-employee directors of the Company. As of May 6, 2005, there were approximately individuals eligible to participate in the Proposed Plan.